Sales & Refunds

(8)付款条件及方式： TERMS OF PAYMENT:

[]买方通过卖方指定的银行，于装运前20天开立以卖方为受益人的并由卖方指定银行送达的不可撤销的即期跟单信用证，至装运日后21天内在中国大陆银行议付。Buyer shall open an Irrevocable L/C at sight through the bank pointed by the Seller 20 days prior to the date of shipment in favor of the Seller, which is sent by the appointed bank negotiable within 21 days after the shipment date at any bank in Chinese main land.
[ ]买方见约定单证后，T/T汇款至卖方指定账户。Buyers shall make a remittance to the beneficiary’s appointed account through T/T after receiving the ordered documents.
[ ]付款交单：Documents against payment:
货物发运后，卖方出具以买方为付款人的付款跟单汇票，按即期付款交单（D/P）方式，通过卖方银行及＿＿＿＿＿银行向买方转交单证，换取货物。After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and ______ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.
[ ]承兑交单：Documents against Acceptance:
货物发运后，卖方出具以买方为付款人的付款跟单汇票，付款期限为＿＿＿＿后＿＿日，按即期承兑交单(D/A＿＿日)方式，通过卖方银行及＿＿＿＿＿＿银行，经买方承兑后，向买方转交单证，买方在汇票期限到期时支付货款。After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Seller’s bank and _________Bank to the Buyer against acceptance (D/A ___ days). The Buyer shall make the payment on date of the bill of exchange.
[ ]货到付款：Cash on delivery (COD):
买方在收到货物后＿＿天内将全部货款支付卖方（不适用于FOB、CRF、CIF术语）。
The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clause is not applied to the Terms of FOB, CFR, CIF).

(9)保险条款: INSURANCE:

[ ] 保险由买方办理，保险费用由买方自行支付。To be covered by Buyers.
[ ]卖方在中国境内的保险公司按发票金额的110%投保 一切 险。To be covered by Sellers for 110% of invoice value covering ALL RISKS of Insurance Company in China.

(10)数量/品质异议: QUALITY/QUANTITY DISCREPANCY:

[X]如出现数量或品质不符，买方须分别于货物抵港后8天内提出索赔，品质索赔买方需提供国际公证机构或其他代表性或代理签发的检验证书。检验费及证书费由买方承担。In case of quantity and quality discrepancy, the claim shall be issued by the Buyer within 8 days respectively after the arrival of the goods at port of destination. In case of quality discrepancy the inspection certificate issued by an international surveyor or its agent (or representative) is requested together with the claim by the buyer. All charges and costs of such inspection and certificate shall be borne by the Buyer.

(11)商检条款： INSPECTION TERMS:

[X]商检按《中华人民共和国进出口商品检验法》及有关法律规定， 由卖方向其所在地或装船口岸商检机构报验，检验以本合同所定标准为准，由接受报验的商检机构出具必要的单证，未经特殊约定，排斥买方复验权。To be inspected by sellers according to the Import & Export Commodity Inspection Laws and other regulations. P. R. China and submitted to Local Commodity Inspection Authorities, which perform inspection of goods. Shall provide necessary documents in accordance with the Standards in this Contract. No special provisions so exclude the buyer’s right to check.
[X]发货前，制造厂应对货物的质量、规格、性能和数量/重量作精密全面的检验，出具检验证明书，并说明检验的技术数据和结论。货到目的港后，买方将申请中国商品检验局(以下简称商检局)对货物的规格和数量/重量进行检验，如发现货物残损或规格、数量与合同规定不符，除保险公司或轮船公司的责任外，买方得在货物到达目的港后8日内凭商检局出具的检验证书向卖方索赔或拒收该货。在保证期内，如货物由于设计或制造上的缺陷而发生损坏或品质和性能与合同规定不符时，买方将委托中国商检局进行检验。
The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods with regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company or Shipping Company, the Buyer shall, within 8 days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to the design or manufacture defects and/or in case the quality and performance are not in conformity with the Contract, the Buyer shall, during the guarantee period, request CCIB to make a survey.

(12)索赔条款: CLAIM TERMS:

[X]买方对于装运货物的任何异议，必须于装运货物到达目的地8天内指出，并提供给卖方充分的证明，以便通过友好协商解决。若货物经过加工，买方即丧失索赔权。Any objection to the shipped goods, must be filed within 8 days for damage claims after arrival of the goods at destination and the buyer shall provide sufficient evidence for seller’s reference so that claims can be settled through friendly negotiation. If the goods have been processed, buyer shall lose the right to claim. ( Dry goods,if goods shipped inferior quality then claim applicable. )
[X]买方开立送达信用证，若超过装运期，卖方有权撤销合同并向买方提出索赔。In case the buyer’s credit still fail to reach the seller after the expiry of the shipping period, the sellers shall have the right to cancel the this Contract and make claims for damage against buyers.
[X]买方凭其委托的检验机构出具的检验证明书向卖方提出索赔（包括换货），由此引起的全部费用应由卖方负担。The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the expenses incurred therefrom shall be borne by the Seller.

(13)不可抗力: FORCE MAJEURE:

凡在制造或装船运输过程中，因不可抗力致使卖方不能或推迟交货时，卖方不负责任。在发生上述情况时，卖方应立即通知买方，并在8天内，给买方特快专递一份由当地民间商会签发的事故证明书。在此情况下，卖方仍有责任采取一切必要措施加快交货。如事故延续14天以上，买方有权撤销合同。
The Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within 8 days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 14 days the Buyer shall have the right to cancel the Contract.

(14)合同终止: TERMINATION OF CONTRACT:

在下述情况下卖方可以终止本合同，并且其享有的其他权利和法律救济不应受到影响：
The Seller may terminate this Contract without prejudice to the Seller`s any other right or remedies in the event that:
（1）买方未能严格根据本合同或者买卖双方订立的其他协议中规定的条款支付其欠付卖方的款项；或者
The Buyer fails to pay money owing to the Seller in strict accordance with the terms set forth hereof or any other agreement entered into between the Buyer and the Seller; or
（2）买方资不抵债或者被判定破产或者要求买方清算的申请书已经或者将要提交；或者
The Buyer becomes insolvent or be adjudged bankrupt or where a petition to wind up buyer is to be or has been presented; or
（3）如果卖方已经同意在赊销的条件向买方提供货物，买方已经超出了赊销期限；或
Where the Seller has agreed to supply the Buyer with goods on credit and the Buyer has exceeded that credit limit fixed by the Seller; or
（4）买方拒绝接受根据本合同规定交付的产品。
The Buyer refuses to accept products delivered under the terms hereunder.
无论何等原因如果买方终止本合同，无论全部还是部分，终止通知必须以书面方式发送给卖方。据此卖方应停止工作并且买方应向卖方支付在终止之前所有卖方已经制造、修改或订购并且符合合同规定的货物在本合同项下规定的价款。该等货物应交付给买方。
If the Buyer shall for any reason terminate this Contract in whole or in part, the notice of termination must be given in writing to the Seller. The Seller shall thereupon cease work and the Buyer shall pay the Seller the price provided in the Contract for all goods which have been manufactured, modified or ordered by the Seller prior to the termination and which conform to the provisions of the Contract. Such goods shall be delivered to the Buyer.

(15)争议的解决： ARBITRATION:

凡因本合同引起的或与本合同有关的任何争议，均应提交中国国际经济贸易仲裁委员会上海分会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁，开庭地点设在杭州。仲裁裁决是终局的，对双方均有约束力。
Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Commission （CIETAC Shanghai） for arbitration which shall be conducted in accordance with the “CIETAC’s arbitration rules in effect at the time of applying for arbitration (and the arbitration shall take place in Hangzhou.). The arbitral award is final and binding upon both parties.

(16)特约条款：
SPECIAL CLAUSES:

[X]本合同一经签署，双方原来就该合同磋商的函电，凡与本合同不一致的即自行失效。Cable/letters, which are different from this Contract’s negotiation, shall be invalid as soon as this Contract is signed. [X]本合同用中英文两种文字签订，两种文字具有同等效力。如有异议，以中文本作为依据。This contract shall be written in Chinese and English. Both texts (in two different languages) are equally authentic. Objection, if any, the contract in Chinese shall be taken as final and binding.
[X]本合同所订货物绝对不得转卖至与中国签有双边纺织品协议的国家。The goods in this contract cannot be absolutely transited to the countries, which have signed the textile fabric trade agreement with china.